Frigger v Professional Services of Australia Pty Ltd

[2026] FCAFC 9

Full Court of the Federal Court17 February 2026

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Catchwords

1. Corporations
2. › Registration of companies
3. › Formation and registration under Corporations Law (1995)
4. › Requirements for memorandum of association
5. › Whether non-compliance with s 117 requirements for memorandum rendered registration invalid
6. › Whether application for registration required to be accompanied by memorandum
7. › Corporations Law (WA) 1995, ss 114, 117, 118, 120, 121, 123
1. Corporations
2. › Registration of companies
3. › Conclusive evidence of registration
4. › Certificate of registration as conclusive evidence
5. › Whether s 1389(1) of Corporations Act 2001 (Cth) extends to matters preceding or incidental to registration
6. › Whether appellants precluded from challenging validity of registration
7. › Corporations Act 2001 (Cth), s 1389(1)
1. Corporations
2. › Register of companies
3. › Rectification of register
4. › Power under s 1322(4)(b) to remove company from register
5. › Whether power extends to retrospectively depriving company of corporate existence
6. › Whether agreed and assumed facts disclosed circumstances warranting exercise of power
7. › Corporations Act 2001 (Cth), s 1322(4)(b)
1. Practice and Procedure
2. › Appeal
3. › Further evidence on appeal
4. › Application to receive further evidence under s 27 of Federal Court of Australia Act 1976 (Cth)
5. › Whether evidence fresh or further
6. › Whether outcome would probably have been different
7. › Federal Court of Australia Act 1976 (Cth), s 27

Quick Take

The conclusive evidence provision in s 1389(1) of the Corporations Act extends to all matters preceding or incidental to registration, consistent with the long-established understanding of such provisions, and challenges to the validity of company registration based on defects in the memorandum of association are precluded by the certificate of registration.